Untitled Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 1, 2006

AMERICAN EXPRESS COMPANY
(Exact name of registrant as specified in its charter)

New York
   
1-7657
  
13-4922250
(State or other jurisdiction
of incorporation
or organization)
    
(Commission File Number)
 
(IRS Employer
Identification No.)
           
200 Vesey Street, World Financial Center
New York, New York
  
10285
(Address of principal executive offices)
(Zip Code)
   
 

Registrant’s telephone number, including area code: (212) 640-2000

 
None
  
  (Former name or former address, if changed since last report)  

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Item 8.01 Other Events.

On December 1, 2006, we remarketed $1,580,143,000 aggregate principal amount of 1.85% convertible debentures due 2033 pursuant to a prospectus supplement dated December 1, 2006 to the prospectus dated October 16, 2006, filed as part of our registration statement on Form S-3 (Registration No. 333-138032). We remarketed the notes pursuant to a remarketing agreement among us, J.P. Morgan Securities Inc., Lehman Brothers Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated dated December 1, 2006.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits
   
1.1 Remarketing Agreement among the Registrant, J.P. Morgan Securities Inc., Lehman Brothers Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated dated December 1, 2006
   

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  AMERICAN EXPRESS COMPANY
(REGISTRANT) 
       
  By: /s/ Stephen P. Norman  
  Name: Stephen P. Norman
  
  Title: Secretary  

DATE: December 4, 2006